Mergers, Acquisitions, and Convergence: The Strategic Alliances of Broadcasting,
Cable Television, and Telephone Services
Submitted to the Media Management and Economics Division, AEJMC
March 1997
Sylvia M.Chan-Olmsted, Ph.D.
Department of Telecommunication
University of Florida
Gainesville, FL 32611-8400
Phone: 815-753-7006 or 815-895-6724 (before July 1997)
E-mail: [log in to unmask] (before July 1997)
Mergers, Acquisitions, and Convergence: The Strategic Alliances of Broadcasting,
Cable Television, and Telephone services
Over the last two decades, mergers and acquisitions have become an integral
part in the strategic initiatives of many media companies that wish to
capitalize on the trend of globalization of businesses, technological
development, industrial consolidation, and economic ramifications of political
reform. The sweeping changes in telecommunications regulation signed in 1996 by
President Clinton set the stage for a new era of strategic alliances among
communications services companies in the country. By striking down the rules
that have prohibited cross-ownership between telephone and cable companies,
limited broadcast station ownership by a single entity, and separated local and
long-distance telephone service providers, the new regulatory environment will
likely foster the convergence of broadcasters, phone companies and cable TV
services. Some communications services providers, through mergers,
acquisitions, and other alliances, may become mega-carriers that provide
millions of households everything from local phone services, Internet access, to
entertainment programming services via fiber optics lines or satellite links.
The failed merger between Bell Atlantic and Tele-Communications Inc. signifies
such a trend in the media/telecommunications marketplace. When announced in
1993, the deal of the century, with a price tag of $33 billion, was designed to
capitalize on the convergence of telecommunications technologies by integrating
Bell Atlantic's regional telephone business with TCI's cable TV systems and
Liberty's programming expertise. Convergence through mergers and acquisitions
seems to provide the best opportunity for companies to accelerate the
implementation of new technologies while at the same time, capture a developed
customer base.
Since the implementation of the Telecommunications Act of 1996, many media
and telecommunications companies have lined up strategic partners in preparation
for the showdown in an integrated global information marketplace. For example,
in anticipation and response to the rule change, Walt Disney Co. acquired
Capital Cities/ABC and its 10 TV stations, 21 radio stations, and interest in
several cable networks; local phone service provider Frontier Corp. bought ALC
Communications Inc., a long-distance provider; and British Telecommunications
PLC has agreed to acquire MCI communications Corp. for $20.9 billion ("Will
Foreign Firms," 1997). According to the IT M&A Forecast '96, one-third of the
telecommunications firms reported that they were more likely to pursue mergers
and acquisitions in 1996 than they were in 1995. Nineteen percent of media
companies reported that they were more likely to pursue mergers and acquisitions
in 1996 after the deregulation. According to the report, larger firms are most
likely to pursue acquisitions with 78% reporting that they were likely to do an
acquisition in 1996 ("Telecom Frenzy," 1997).
The increasing strategic alliances between various media and
telecommunications companies present a road toward convergence of industries.
The word "convergence" has often been characterized as the integration of
content such as video, audio, and data or information and entertainment, and the
integration of distribution systems such as telephone, cable, broadcast, and
other wireless systems (Baldwin, McVoy, Steinfield, 1996). It is the author's
belief that the study of convergence would be incomplete without the analysis of
strategic integration between firms in the telephone, cable, broadcasting, and
computer industries.
This paper investigates the mergers and acquisitions (M&A) strategies for the
broadcasting, cable television, and telephone companies and examines the degree
and format of industry convergence before and after the deregulation.
Mergers, Acquisitions, and Strategic Alliances
The phrase "strategic alliance" has been used very frequently in the news
reports of today's media marketplace. A strategic alliance is a business
relationship in which two or more companies, working to achieve a collective
advantage, attempt to integrate operational functions, share risks, and align
corporate cultures. The degree of strategic alliances may range from a simple
licensing agreement, to joint marketing effort, to establishing consortium, to
combining resources for joint ventures, to the ultimate form of mergers and
acquisitions. Companies may be interested in alliances to capitalize on
different expertise, speed up a venture with combined resources, and develop
scope economies.
Acquisition occurs when one company acquires the operating assets of
another in exchange for either cash, securities, or a combination of both.
Typically the acquired company continues to exist, while a merger is a
combination of two corporations in which only one corporation survives. In a
merger, the acquiring company assumes the assets and liabilities of the merged
company. A merger differs from a consolidation, which is a business combination
whereby two or more companies join to form an entirely new company.
Theoretically, consolidation is a more friendly, cooperative deal than either a
merger or acquisition because it provides equal footing in the new firm for each
corporation (Gaughan, 1991).
Strategic alliances through mergers and acquisition present an especially
attractive avenue for telecommunications and media industries since these firms
will be able to integrate different communications segments quickly, capture a
developed customer base, consolidate smaller niches, and accelerate the
implementation of new technologies with combined resources. Such an integration
of industry sectors is a preferred method of growth when speed is the key to
success, as it is in today's information marketplace. To quickly establish a
presence and leadership in the converging media/telecommunications market is
another important incentive for many companies pursuing M&A activities. The top
reasons cited for practicing M&A by the information technologies companies were
the need to increase earnings, the need to increase revenue, gaining leadership
in an existing market, and establishing presence in a converging market
("Telecom Frenzy," 1996).
Background
The development of ownership integration across industry boundaries is well
documented in recent years. Albarran (1996) identified the recent trends of
conglomeration and consolidation in the media industries. For example,
multinational media conglomerates such as News Corporation, Time Warner, and
Viacom have expended horizontally, vertically, and globally to maximize their
growth potentials. Picard (1996) described the rise of communication empires as
due to strong leaders who have a vision of increasing their presence and
influence and are able to acquire the resources necessary for expansion and
growth, such as the case of News Corp. He also suggested that expansion may
occur when unanticipated opportunities arise, such as the growth of WTBS and
CNN, or when stability may be enhanced or risks may be reduced through
acquisitions, such as newspaper firms' acquisitions of newsprint facilities.
In terms of specific M&A strategies for media companies, Albarran (1996)
depicted three corporate strategies for attaining economies of multiformity that
may result from strategic alliances such as mergers and acquisitions. For
example, a firm may diversify into a new industry using existing structure as
the case of telco's entry into local cable business, distribute existing content
in other systems owned by the same firm, or use existing content generator for
different media systems owned by the same firm. Foley (1992) identified four
reasons behind telcos' strategic search of integration into other media
industries. They are the limited revenue growth in local loop services, the
technological development in upgrading and the need to utilize the additional
capacity, the potential revenues form home video market, and the economies of
scope that may be accomplished because of the utilization of existing
distribution structure.
M&A Strategies
In planning for long-term growth, a diversified company faces the choice of
M&A versus internal expansion. Lorange, Kotlarchuk, & Singh (1994) suggested
that a company may choose to grow through M&A rather than internal development
based on one of the following business strategies: First, the portfolio
strategy. This M&A philosophy develops a set of interrelated businesses that
provide reasonable balance and stability within the firm and strengthen the
firm's overall portfolio theme. The M&A may be developed purely on financial
bases with no concerns of technologies or markets among the businesses or by
combining businesses that are somewhat related in technology, know-how, or
product-market niches. Second, the business family strategy. The strategy aims
to formulate a set of closely related business activities that tend to build on
a common technology or know-how base as it applies to the acquirer's business
practices. Such a M&A approach allows a firm to exploit shared resources in
distribution, product, and technology and build new businesses from the existing
resources. Acquisitions are most likely to happen in the area that allows the
firm to apply its established base to enter new growth markets. Last, the
business element strategy. This M&A strategy aims to capture a particular
customer and develop competitive strength in a specific business segment. Direct
takeover of a competitor would be such a move.
Another way of studying M&A strategies is to examine primarily the scope of
integration in regard to the production stages of an industry and the degree of
market relevance. Under such a classification system, when one company acquires
or merges another in the same industry production stage, it is adopting a
horizontal M&A strategy. The potential benefits of such M&A activities are scale
economies and an increase in market power. On the other hand, when the combining
firms are in different industry production stages with supplier-buyer
relationship, we have a vertical M&A strategy. The potential benefits of
vertical integration are security over resources and control over product
specifications. The third M&A strategy, concentric M&A, refers to a situation
in which the acquirer and target firms are related through basic technologies,
production processes, or markets, such as the merger between Continental
Cablevision Inc. and US West Inc. The acquired company represents an extension
of the product lines, market participation, or technologies of the acquiring
firm. Such M&A represents an outward move by one of the firms from its present
set of businesses into contiguous businesses. Potential benefits of such M&A
would be economies of scope and diversification of a common core of strategic
resources. The last strategy, conglomerate M&A, aims at enhancing the overall
stability and balance of a firm's total portfolio without explicit consideration
of shared resources, technologies, or product-markets relations (Lorange,
Kotlarchuk, & Singh, 1994).
Examining the M&A Strategies of Broadcasting, Cable TV, and Telephone
Services
The M&A Rosters published by the financial trade journal, Mergers &
Acquisitions, are used to review the M&A activities occurred in the
broadcasting, cable TV, and telephone industries. The M&A Rosters report
mergers, acquisitions, and divestitures of U.S. firms under a two-digit
SIC-based industry segment system and divide all activities into three sections:
U.S. Mergers and Acquisitions, Foreign Acquisitions in the U.S., and U.S.
Investment Abroad. To be included in the M&A Rosters, a transaction must be
valued at $5 million or more. Partial acquisitions of 5% or more of a company's
stock are included if a $100 million threshold is met. For the purpose of this
study, both reported domestic and international M&A cases under the SIC code 48
(communications industries) from 1991 to 1996 are selected. These M&A
activities are then analyzed by industries individually and collectively to
access the strategic trends of M&A in today's media/telecommunications
marketplace. The author decided to exclude the computer industry from this study
of industry convergence because of the computer industry's inherent volatile
market nature and the complexity of firms in the industry. Accordingly, the
research questions addressed by this study are:
1. What is the trend of M&A in the broadcasting, cable TV, and telephone
industries
after the ownership deregulation in 1996?
2. What are the initial M&A strategies for broadcasting, cable TV, and
telephone
companies on the way to convergence?
3. Will the convergence be carried out by internal (within industry) M&A or
cross-segment integrated strategic alliances?
Trends of Mergers and Acquisitions
Experts have predicted different M&A patterns for the
media/telecommunciations industries ("The M&A Fallout," 1996). For example,
Minter expressed that the trend is toward every telecommunications company
offering a bundle of services and products, including video and Internet access
services. Under this theory, the key of success is to provide the complete
bundle of services that will include local, long-distance, video, data, wireless
options, and Internet access at various price points and through different
technologies. McNamara insisted that telecommunications companies don't seem to
want a mix of businesses. Instead, they have realized the importance of sticking
to core businesses ("Telecom Frenzy," 1996). Therefore, cross-segment,
integrated industry M&A will not really be pervasive and most M&A activities
will be either horizontal or vertical between firms operating in the same
industries. What are the real trends of M&A after the dramatic ownership
deregulation brought about by the Telecommunications Act of 1996?
There were thousands of M&A transactions in the decade of the 1980s. The
M&A activity reached over 3000 deals a year in mid 1980s (Halperin & Bell,
1992). The 1990s wave of M&A differs from the previous activities. First, the
ownership deregulation, which included the revolutionary relaxation of many
cross-ownership rules, made the integration of firms from different industries
possible. Secondly, the slower growth of the traditional media markets in the
U.S. and the development of new media technologies made M&A strategic alliances
very attractive to firms eyeing for leadership in the emerging global
media/telecommunications marketplace.
The M&A activity level in the broadcasting and cable TV industry reached
its all time high in 1996 after the passage of the Telecommunications Act of
1996. In 1996, the tradings in the broadcasting industry reached $25.36 billion,
over 200% increase from the year before with high profile M&A such as the
mergers between Infinity Broadcasting Corp. and Westinghouse Electric Corp./CBS
Radio Inc. and News Corp.'s purchase of the remaining 80% of New World
Communications Group Inc., which made News Corp. the leading TV station group
owner in the country. The trading frenzy is expected to continue into 1997
(Petrozzello, 1997).
Radio. With the liberal deregulatory move which eliminated all national
ownership caps and allows a single entity to own up to eight stations in a local
market, the radio industry has the most active M&A activities, increasing 315%
in total dollars spent from 1995 to 1996. Among all radio transactions, M&A
involving AM-FM combos have increased most significantly with a 330% growth in
dollars spent, followed by FM stations and AM stations (see Figure 1). The
average trading price of radio stations also increased tremendously from $4.86
million in 1995 to $14.64 million a year after (Petrozzello, 1997). It seems
that radio has become a popular investment with increasing trading values.
Television. In anticipating the passage of the Telecommunications Act, the
trading frenzy of TV stations began in 1995 when Walt Disney Co. bought Capital
Cities/ABC and its 10 TV stations, 21 radio stations and interest in several
cable networks and publications with an all time $19 billion. The $5.4 billion
acquisition of CBS Inc. by Westinghouse Electric Corp. and the merger between
Multimedia Inc. and Gannett Co. were the other significant M&A which involved
the revolving ownership of TV, radio, newspapers, cable networks, and a cable
system. The M&A activity heated up more in 1996 when the Act eliminated the
12-station cap on group ownership and raised the national audience-reach limit
to 35%. The buying totaled more than $10 billion in TV transactions, compared
with $4.7 billion in 1995. The high profile tradings in 1996 included the $1.13
billion purchase of Renaissance Communications Corp, with its six TV stations,
by Tribune Co., the merger of Providence Journal Co. into A.H. Belo Corp.,
Raycom Media Inc.'s $1.217 million purchase of 22 TV and two radio stations
from Ellis Communications Inc. and AFLAC Inc., and the $1.2 billion merger of
River City Broadcasting and Sinclair (McConnell, 1997). Note that the number of
TV transactions actually decreased by 11.6%. Considering the growth of total
dollars traded, it seems that the value of TV stations have risen. With further
TV ownership deregulation, the M&A level in this industry is expected to
increase at a faster pace.
Cable Television. Cable trading is strong regardless of its financial
status in the eyes of the investment community. In 1996, it had a total trading
value of $23.1 billion, which included the $11.5 billion acquisition of
Continental, the third largest MSO, by US West, Tele-Communications Inc.'s $2.7
billion purchase of Viacom Cable, and Comcast's $1.58 billion buy of Scripps
Howard Cable and active tradings among the midsize MSOs. The strategy of
clustering and consolidating was often cited to be the motive of M&A in this
industry. The trading strategy of system swaps seems to be preferred over cash
transactions (Colman, 1997).
Telephone Services and International M&A. There has been two tiers of M&A
activities occurring in the telecommunications industry. The high profile
acquisition of MCI Communications Corp. by British Telecommunications PLC
reflects the intensive globalization of the telecommunications and information
systems industries. There are also active consolidations between wireless
communications such as the major merger between AirTouch Communications and
Cellular Communications Inc. for $1.6 billion and many M&A between mid size and
small pager companies ("Top 25 transactions," 1997).
Experts predicted that telecommunications firms that are most likely to
engage in M&A are the ones that have no apparent brand and marketing standpoint.
For example, AT&T and MCI have enjoyed strong brand recognition and have had
extensive consumer marketing experience. On the other hand, RBOCs may need to
seek strategic partners for brand and marketing expertise ("The M&A Fallout,"
1996).
The trend of globalization in this marketplace is expected to continue.
There will be more competitive networks developing and open markets in overseas
countries. More countries are embracing competition, and there will be more
potential for US partnership.
The Initial M&A Strategies: Internal M&A versus Cross-Segment Integration
Based on the recorded M&A transactions under the SIC code 48 (communications
industries), the author analyzed the overall domestic M&A activity levels, the
M&A levels in the each industry, and finally, the international M&A tradition
activities, all for the period of 1991-1996. The author also reviewed each M&A
transaction and assessed the nature of its strategy based on the scope of
integration in regard to the production stages of an industry and the degree of
market relevance. Accordingly, all M&A transactions may be defined as
horizontal, vertical, concentric, or conglomerate. To examine the degree of
convergence between these industries, the author also grouped all transactions
as either internal or cross-segment integrated. While internal M&A strategies
constitute the within-industry horizontal and vertical M&A, integrated M&A
strategies include cross-segment/industry concentric and conglomerate M&A. When
a reported transaction involves the merger of businesses within the same
industry based on the SIC classification, it is indexed as either a horizontal
or vertical M&A strategy. For example, a merger between two radio station groups
would be a horizontal internal M&A strategy. When the acquirer and the target
firm of a transaction are from two different media/telecommunications industries
based on the SIC classification, it is indexed as a concentric M&A strategy. For
example, a merger between a telephone service and a cable system operator would
be concentric. Finally, when at least one party of the transaction is a
diversified corporation that also owns core businesses outside of the
media/telecommunications area, this transaction will be indexed as a
conglomerate M&A strategy. Conglomerate M&A also include transactions that
involve groups of private investors from different industries. The merger
between Matsushita and Universal Studio would be a conglomerate M&A strategy.
Domestic M&A Activities
Over the last five years, the domestic M&A activity levels have increased
tremendously for all four industries (see Figure 2). The rate of increase is
especially obvious between 1994 and 1996. Telephone companies, though dipped
between 1991 and 1993, led the way in the numbers of M&A transactions during the
overall five-year period. While the number of tradings increased significantly
from 1994 to 1996 for the cable TV industry, broadcast TV M&A levels also
climbed steadily during this time.
Radio Industry M&A Strategy and Activities
The M&A activity levels increased substantially in the radio industry between
1991 and 1996 (see Figure 3). As reflected by the earlier discussion, the number
of horizontal M&A doubled from 1995 to 1996 after the deregulation. After 1993,
most of the radio M&A are within-industry internal transactions. In 1996, there
were 43 internal M&A cases, compared to only 16 concentric and conglomerate M&A
cases. The numbers of cross-segment integrated M&A increased steadily during
this period with about equal occurrences between concentric and conglomerate
strategy.
Broadcast TV M&A Strategy and Activities
Though not as stable, the M&A activity levels also increased substantially
in the broadcast TV industry from 1991 to 1996 (see Figure 4). This industry
actually has the lowest trading levels among all four industries. There was a
very significant growth on the number of internal M&A in 1996, mostly horizontal
M&A transactions. This is the only industry whose M&A transactions centered
around the cross-segment integrated strategy. High levels of integrated M&A
began in 1994 and were dominated by the conglomerate rather than concentric M&A
activities.
Cable TV M&A Strategy and Activities
The overall M&A activity levels in the cable TV industry increased during the
five-year period, with the highest trading level occurring in 1996 (see Figure
5). Internal M&A activities more than doubled from 1995 to 1996, while
cross-segment integrated M&A level remained fairly constant. There were about
twice as many horizontal M&A than vertical M&A. As for cross-segment integrated
M&A activities, they were mostly conglomerate transactions.
Telephone M&A Strategy and Activities
The overall M&A activity levels in the telephone industry grew steadily between
1991 and 1996, with internal M&A transactions dominated the trend consistently
(see Figure 6). Because of the nature of this market, almost all of the internal
M&A activities occurred horizontally. As for the few cross-segment integrated
M&A cases, the conglomerate M&A strategy seemed to be applied more frequently.
International M&A Activities
The trend in globalization, especially in the area of telecommunication
businesses has facilitated the growth of international M&A. M&A can either be
domestic or cross-border, which involves a target whose nationality is different
form the acquirer or its parent company. From a U.S. perspective, cross-border
M&A deals include transactions by U.S. firms of foreign enterprises and
transactions by foreign firms of U.S. enterprises. Cross-border M&A cases,
particularly by non-U.S. firms, are typically strategic acquisitions designed to
add strength, such as a strong brand name or expand to a new product or
geographical territory. Foreign acquirers, in their effort to establish a
strategic global market position, are less likely to be deterred by price
(Halperin & Bell, 1992).
The U.S. media/telecommunications firms have not been very active in forming
M&A alliances abroad (see Figure 7). There is no consistent pattern in this M&A
area except that cable TV has increased its M&A activities significantly after
1993 and broadcast TV and radio firms were the leading investors abroad in 1995.
U.K. was the most attractive market for these American investors, followed by
Canada, and Mexico. As for non-U.S. companies' M&A in the U.S., the numbers were
limited as well (see Figure 8). Many more M&A involved broadcast TV and radio
stations occurred in 1995. 1993 was the most active year for foreign companies'
acquisitions of telephone companies, while cable TV attracted more non-U.S.
buyers after 1993. As expected, U.K. and Canada are the two most active
countries for these M&A activities.
Conclusions
There has been significant growth in M&A activities in the radio, broadcast TV,
cable TV, and telephone industries from 1991 to 1995. The trading level
increased most considerably, especially for cable TV and radio, in 1996 after
the implementation of the Telecommunications Act. Overall, the telephone
industry represents the most active M&A market, while the other three have
similar levels of M&A activities. During this period, most M&A transactions
appeared to be internal. Firms in these industries seem to achieve growth
through internal strategic alliances rather than true convergence with firms
from different industries. Such an observation is by no means a rejection of
the notion of strategic alliances. At current state, most of the firms in these
markets seem to prefer non-permanent, trial format alliances such as
partnerships in joint ventures. For example, MCI is working with MSOs such as
Post-Newsweek Cable, and some local telephone and power companies in several
Midwest states in an effort to provide cable services, Internet access, wireless
communications, and long-distance services ("MCI Launching Cable," 1997).
Each of the four industries discussed has also exhibited some similarities
and differences in M&A strategies. For example, while telephone's M&A trading
levels are much more stable than the cable's, both cable TV and telephone have
expanded through internal M&A. In addition, both telephone and cable TV seem to
attract conglomerate purchases. Within the broadcasting industry, radio firms
often grow with a focus on core businesses, while broadcast TV appears to be an
attractive investment for diversified conglomerates. In terms of international
M&A activities, there have been only limited numbers of such cross-border
transactions. The publicity generated by some high profile international M&A
seems to have inflated the actual M&A level in this area.
So will this relatively limited scale of industry convergence and international
M&A trading continue for the years to come? The author believes that the M&A
activity levels will continue to increase, probably by dollar value rather than
the numbers of M&A. During the period of 1991-1995, broadcasting and
telecommunications industries were consistently ranked among the top 10 most
active M&A industries by dollar value. In addition, the overall M&A activity
levels by numbers of transactions are expected to go upward (see Figure 9). The
telephone market will probably continue to have the highest M&A activity level
based on its relative financial state (see Figure 10). The true strategic
alliances through industry convergence is unlikely based on the trend observed
so far. Furthermore, there are great differences in corporate cultures between
cable TV and telephone companies. For example, most cable operators founded
their own companies. They are entrepreneurial, aggressive, and cost conscious.
On the other hand, telephone companies' management do not have ownership
interests, they are conservative, regulated as utility companies, and often lack
marketing skill and programming expertise (Baldwin, McVoy, & Steinfield, 1996).
Though not as active as predicted currently, the international M&A transactions
are expected to pick up as more deregulatory policies such as the World Trade
Organization's treaty on open telecommunications markets are implemented.
Nevertheless, with the protective foreign ownership cap introduced in Congress,
the flow of strategic M&A alliances will probably be outbound with U.S. firms
acquiring foreign firms instead of the other way around ("Markey Seeks New,"
1997). Such international expansion is essential in establishing the US's
position as the leader in the emerging telecommunications system and elevating
U.S.-based firms to a major supplier of media/telecommunications know-how to
world markets.
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